SALT LAKE CITY, Dec. 17, 2009 (GLOBE NEWSWIRE) -- Zions Bancorporation ("Zions" or the "Company") (NASDAQ: ZION) announced today the exchange ratio for its offer to exchange Zions' Common Stock for any and all of its Depositary Shares representing its Series A Preferred Stock. The Exchange Offer will expire at 11:59 p.m., New York City time, on December 21, 2009, unless Zions extends it or terminates it early (such date and time, as the same may be extended, the "Expiration Date"). As described in the Offer to Exchange, dated November 23, 2009, as amended and supplemented on December 3, 2009, the exchange ratio was calculated based on the average Volume Weighted Average Price, or "Average VWAP," of the Common Stock for each of the five consecutive trading days ended December 17, 2009, which was $13.2056 per share.
The "Depositary Shares" each represent a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") with a liquidation preference of $25.00 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock).
The total number of shares of Common Stock issuable for each Depositary Share accepted will be 0.9844 (or $13.00 divided by $13.2056 with cash in lieu of any fractional share). Each tendering holder of Depositary Shares who would otherwise be entitled to receive a fraction of a share of Common Stock will receive cash, without interest, in an amount equal to the fractional share to which such holder would otherwise be entitled multiplied by $13.2056. In addition, Zions will also pay cash for any accrued and unpaid dividends to but excluding the settlement date on any Depositary Shares accepted in the Exchange Offer. In addition, You may withdraw Depositary Shares that you tender at any time before the Expiration Date. In addition, you may withdraw any tendered Depositary Shares if we have not accepted them for exchange within 40 business days from the commencement of the Exchange Offer on November 23, 2009.
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as Zions' financial advisors in connection with the Exchange Offer. They are not being engaged to and will not solicit any holders of Depositary Shares in connection with the Exchange Offer. The financial advisors will not make any recommendation to holders of Depositary Shares as to whether to exchange or refrain from exchanging their Depositary Shares.
The terms of the Exchange Offer and procedures for validly tendering and withdrawing Depositary Shares are described in detail in the Offer to Exchange and the Letter of Transmittal, copies of which may be obtained without charge from the information agent for the exchange offer, D.F. King & Co., Inc., by calling (800) 901-0068 (toll free) or (212) 493-6996 (collect). The Offer to Exchange, Letter of Transmittal and other related documents will also be filed with the SEC on Schedule TO and may be obtained free of charge on the SEC's website at www.sec.gov. Holders of Depositary Shares are urged to read the exchange offer documents carefully.
The Exchange Offer is being made to holders of Depositary Shares in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act. This press release is not an offer to exchange or a solicitation of an offer to exchange with respect to any securities and is qualified in its entirety by reference to the Offer to Exchange. The Exchange Offer will be made solely pursuant to the terms and conditions of the Offer to Exchange and the Letter of Transmittal, as each may be amended and supplemented from time to time.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Offer to Exchange. Any representation to the contrary is a criminal offense. The Exchange Offer is not being made to, nor will Zions Bancorporation accept tenders of Depositary Shares from, holders in any jurisdiction in which the Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Forward-Looking Information
This press release contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management's views as of any subsequent date. Forward-looking statements, including those contained herein regarding the underwritten public offering of senior unsecured notes, involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this news release. Factors that might cause such differences include, but are not limited to: the Company's ability to successfully execute its business plans and achieve its objectives; changes in general economic and financial market conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including changes in securities markets and valuations in structured securities and other assets; changes in governmental policies and programs resulting from general economic and financial market conditions; changes in interest and funding rates; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; increased competitive challenges and expanding product and pricing pressures among financial institutions; legislation or regulatory changes which adversely affect the Company's operations or business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.
Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2008 Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 of the Company filed with the Commission and available at the Commission's Internet site (http://www.sec.gov).
Except as required by law, including our obligations under the Securities Exchange Act of 1934 to disclose a material change in the information in the Offer to Exchange, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this offer to purchase or to reflect the occurrence of unanticipated events. We advise you to consult any further disclosures we make on related subjects in the reports and other information that we file or furnish with the Securities and Exchange Commission.
Zions Bancorporation is one of the nation's premier financial services companies, consisting of a collection of great banks in select high growth markets. Zions operates its banking businesses under local management teams and community identities through approximately 500 offices in 10 Western and Southwestern states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah and Washington. The company is a national leader in Small Business Administration lending and public finance advisory services. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to subsidiary banks can be accessed at www.zionsbancorporation.com.